Thief of Faces


Level 6 Thief (Striker)
Medium natural humanoid (shapechanger)

Initiative +7; Passive Senses Perception 18, Insight 20
HP 51 (current 39); Bloodied 25
Healing Surge 12; Surges Per Day 8 (current 2)
AC 21; Fortitude 17, Reflex 21, Will 19
Speed 6; Action Points 1; Benefit Points 0

Alignment Unaligned; Languages Common, Elven
Skills Acrobatics +13, Athletics +8, Bluff +13, Insight +10, Perception +8, Stealth +12, Thievery +12
Feats Backstabber (Sneak Attack dice increase to d8s), Light Blade Expertise (+1 to attack, +1 damage to creatures granting CA), Lucky Start (if initiative roll is the highest of any combatants at the start of the encounter, first attack uses the better of two d20 rolls, PH3), Slaying Action (deal Sneak Attack damage again with an action point)
Str 11 (+0/+2) Dex 19 (+4/+6) Wis 10 (+0/+2)
Con 14 (+2/+4) Int 10 (+0/+2) Cha 17 (+3/+5)
Possessions summoned leather armor +2, deathstalker dagger +1, periapt of cascading health, bag of holding (contains bedroll, everburning torch, flint & steel, 2 potions of healing, 50 ft. silk rope & grappling hook, 10 days trail rations, waterskin, journal), belt pouch, thieves’ tools, camouflaged clothing, 50 gp, 9 sp.

Racial Traits Change Shape (use changeling disguise as an at-will power), Changeling Trick (encounter power), Mental Defense (+1 to Will), Shapechanger subtype
Class Features First Strike (at encounter start, get CA against foes that haven’t acted yet), Skill Mastery (+1 additional trained skill. Natural 20 on a skill challenge check automatically succeeds and gives +1 additional success), Sneak Attack (once per turn, if you have CA and hit with a crossbow, light blade, shortbow, or sling, deal extra damage), Weapon Finesse (Use Dex, not Str, for melee basic attacks & damage; +2 damage with light blades, hand crossbows, shortbows & slings)
Background Birth – Among Another Race (Elf). Benefit: Language (Elven).

Basic Attacks

Deathstalker Dagger +1 (standard; at-will) ✦ Weapon +13 vs. AC; 1d4 +7 damage.
Deathstalker Dagger +1, thrown (standard; at-will) ✦ Weapon Ranged 5/10; +13 vs. AC; 1d4 +7 damage.

Power Descriptions

At-Will Exploits

Ambush Trick Thief Utility
Move Personal
Effect: You move up to your speed. Until the end of your turn, you gain combat advantage against enemies that are within 5 squares of you when you attack and that have none of their allies adjacent to them.

Changeling Disguise Changeling Racial Power
Minor Personal
Effect: You alter your physical form to take on the appearance of any Medium humanoid. You retain your statistics in your new form, and your clothing, armor, and possessions do not change. The new form lasts until you change form again.
Any creature that attempts to see through your ruse makes an Insight check opposed by your Bluff check, and you gain a +5 bonus to your check.

Escape Artist’s Trick Thief Utility
Move Personal
Effect: You shift up to 2 squares. Once at the end of this turn, you can shift 2 squares as a free action.

Feinting Trick Thief Utility
Move Personal
Effect: You move up to your speed. You gain a power bonus to the next damage roll you make this turn with a basic attack for which you do not have combat advantage. The power bonus equals your Cha modifier (+3).

Encounter Exploits

Backstab Thief Utility
Free Melee or Ranged 5, weapon
Trigger: You make an attack roll against an enemy within 5 squares of you using a basic attack with a weapon. The enemy must be granting combat advantage to you.
Effect: You gain a +3 power bonus to the attack roll, and the enemy takes 1d6 extra damage if the attack hits.
You may use backstab twice per encounter, but only once per turn.

Changeling Trick Changeling Racial Power
Minor Melee 1
Target: One creature
Effect: You make a Bluff check opposed by the target’s passive Insight. If your check succeeds, you gain combat advantage against the target until the end of your next turn.

Cunning Escape Thief Utility
Immediate Interrupt personal
Trigger: An enemy attacks you
Effect: You gain a +4 bonus to all defenses against the triggering enemy’s attack. At the end of the triggering enemy’s turn, you can also shift up to 3 squares as a free action.

Swift Parry Thief Utility 6
Immediate Interrupt personal
Requirement You must be wielding a light blade.
Trigger: You are hit by a melee attack.
Effect: You gain a +3 bonus to defenses against the triggering attack, and you gain combat advantage against the attacker until the end of your next turn..

Tumble Thief Utility 2
Move personal
Prerequisite: You must be trained in Acrobatics.
Effect: You shift up to your speed.

Magic Items

Acrobat Boots Level 2
Clothing Feet Slot Item
Property: You gain a +1 item bonus to Acrobatics checks.
Power (At-Will) ✦ Minor Action. You stand up from prone.

Bag of Holding Level 5
Wondrous Item
Property: This bag can hold up to 200 pounds in weight or 20 cubic feet in volume, but it always weighs only 1 pound.
Drawing an item from the bag is a minor action.

Deathstalker Dagger +1 Level 4
Weapon Light Blade
Enhancement: +1 attack rolls and damage rolls
Critical: +1d6 necrotic damage
Property: Light Thrown, Off-Hand
Power (DailyNecrotic): Free Action. Use this power when you hit with the weapon. The target takes ongoing 5 necrotic damage (save ends). Saves made to end this effect take a -2 penalty.

Potion of Healing Level 5
Power (ConsumableHealing): Minor Action. Drink this potion and spend a healing surge. Instead of the hit points you would normally regain, you regain 10 hit points.

Summoned Leather Armor +2 Level 6
Armor Leather Armor
Enhancement: +2 AC
Power (At-Will} ✦ Minor Action. You banish this armor to a secure extradimensional location. At any point in the future, unless you are wearing armor, you can use another minor action to recall the armor. The armor appears on you as though you had donned it normally.

Periapt of Cascading Health
Clothing Neck slot
Enhancement: +2 Fortitude, Reflex, & Will
Power (Encounter) ✦ Minor Action. You end one condition that a save can end.

Height: 5’8” Weight: 130 Age: 22
Eyes: White Hair: Silver with hints of pink Skin: White

In her natural form, Bex is typical in height, graceful and slender to the point of frailty, with chalk-white skin and long limbs. Her features are not as unpleasant or as alien as most changeling faces, which she attributes to her elven blood. Her large, featureless white eyes rarely blink, set in heavy, dark rings. She wears her fine pink-white hair long, and speaks with a slight Elven accent. Dreadful scars cover her left arm, from the hand to the elbow.

But Bex is seldom seen in her natural form. She wears a number of human and elven faces, like other people wear hats; currently, her favorite guise is “Rebexa Chandler.” This is a human woman, attractive in an unmemorable way, with short golden hair, deep blue eyes, an iron lip ring, and a husky voice, with a strong Cyran accent.

Bex is usually seen in well-worn black leather armor, with dark clothing beneath, but always seems to have an appropriate outfit when impersonating someone specific. A dagger made from a carver’s claw hangs at her hip. She never burdens herself with more than a shabby old bag and a leather pouch; her boots may be as old as she is, but they still hold together. She keeps a set of thieves’ tools lashed to her wrist for quick access.

Her most cherished possession is an old hand mirror of wrought iron; the glass has cracked, but remains in the frame. She keeps it wrapped in a red velvet cloth in her bag, and only takes it out when she feels that it’s safe to do so.

House Thuranni hired the changeling Shen to infiltrate House Phiarlan’s base of operations in Cyre. Disguised as the elf Amari Kanellon, Shen gained the confidence of Lyrion d’Phiarlan, a Serpentine Table agent and dragonmarked heir. With Phiarlan eager to regain strength after the Shadow Schism, Lyrion and Shen were married, and Bex was born as “Saeruil” in 976. Lyrion was traveling with the Carnival of Shadows at the time, and saw little of his child for the first three years of her life.

Shen taught her only child to hide her true nature, to lie, to sneak, and to tease the truth from others. Bex’s occasional travels with the Carnival of Shadows (once she was old enough, and able to keep her elven face on most of the time) exposed her to a world of faces and voices to mimic. She learned to tumble, climb, and run, and developed a love of performance and art. The femininity of Bex’s true form manifested in her adolescence.

When the illusionist Throliel d’Phiarlan exposed Shen’s true nature in 991, she and Bex were forced to flee House Phiarlan, becoming separated. Bex spent months searching the streets of Metrol for her mother, thieving and taking odd jobs to get by, but Shen had vanished without a trace.

Throliel’s next act of treachery got him exiled from House Phiarlan. Bex tracked and infiltrated the illusionist’s personal “Caravan of Shadows,” but Throliel’s pet carvers nearly killed her at their first confrontation. Bex was lucky to escape with a scarred left arm and a dinosaur’s claw.

Bex returned to odd jobs and fruitless searching for Shen, until the tiefling artificer Arturo fashioned a dagger from her carver’s claw. Arturo also persuaded her to work with the Cyran military as a spy.

It was on the military’s behalf that she accompanied a delegation from House Cannith to Thrane. Ordered to scuttle Cannith’s negotiations with the Thranes, Bex faced a group of undead, led by a “discharged” Karnn necromancer. She did her best to sabotage the negotiations as Erigone, a hotheaded devotee of the Silver Flame.

She slew Throliel in their second encounter, thanks to the warforged Relic and Rocky. With this act of vengeance completed, Bex devoted herself to the Cyran cause.

In 994, Prince Oargev ir’Wynarn called upon Bex to travel with him to Sharn. Once there, the changeling disguised herself as the Prince, to lure out those who ploted against Oargev. The assassins revealed themselves, but the Mourning struck Cyre just as Bex started trying to find out who was really behind the attack.

Now, without a country of her own, Bex has formed an adventuring company with the other survivors of her last mission. She looks for work, tries to stay alive, and hopes to find something more to live for.

(Aspects: Five Demesnes, One Soul; Cyran Secret Agent; Water Is Stronger Than Stone)
(Trouble: No Face of Her Own)
Bex belongs to the “becomer” philosophy shared by many changelings. For her, living is not being just one person, but many people. Her mutability is her central aspect; she continually invents personas for every occasion, each with her own history and personality, changing faces as other change clothes, discarding them whenever the mood takes her.

Bex doesn’t like to take on male personas; as she describes it, “the urges are overwhelming.” But she wears a man’s face when the need arises. She can adapt her form (and reproductive abilities) to be of either gender, hermaphroditic, or entirely genderless.

Bex sometimes takes the personas of her friends, in the spirit of fun. She keeps a huge collection of clothes in her bag of holding, so she’s always ready to support a persona – and she also loves clothes.

But she rarely wears her own face. Not only does she fear the prejudice of others, but she also finds it easiest to deal with her own pain by never being herself. Bex creates grand histories for her personas – histories light on tragedy – and wearing their faces somehow makes the feelings real. Rebexa’s grief from the Mourning is Bex’s way of coping with her own loss; her reluctance to trust and care for others stems from her certainty that change will take everything away from her. Bex has not the strength of stone, but the fluidity of water – a creature of the present tense, living in, and for, the now.

She has only been Saeruil twice since fleeing House Phiarlan, during her two confrontations with Throliel. She will not wear her “true” elven face again until reunited with her mother, even if she must die for that to happen. Bex is convinced that her father wants her dead, and avoids House Phiarlan as best she can. Yet she still holds to the House’s belief that art is life; her devotion to memory, motion, music, shape, and shadow informs every aspect of her being.

Bex has come to depend on Arturo’s humor and good nature. She shares Relic’s distaste for arrogance, and Rocky’s issues with intolerance. (She also wants to know what created the Mournland, but doubts the truth will ever come to light.) After the Mourning, she tried to learn emotional discipline from Ralharath; the experiment failed, and drove a wedge between them. She understands Rickard d’Tharashk’s need for revenge, but hopes it will bring him more satisfaction than she herself found.

It’s not quite accurate to say that Bex worships the Traveler – rather, she thinks of the Traveler as a constant companion in her own travels. The Sovereign Host has never done her any favors, but she doesn’t begrudge anyone else’s faith.

“I have just the face for that.”

Osmosis, by Liquid Tension Experiment

Shen (alias Amari Kanellon), changeling mother, believed deceased
Lyrion d’Phiarlan, dragonmarked elf father, believed deceased

Beitris, half-elven Cyran sellsword. This is Bex’s “tough” persona, mostly used for blending with mercenaries and other martial adventurers – and sometimes for talking to elves.
Dena Grey, Brelish temptress. When Bex wants to hold attention, especially a man’s attention, this is as blatant as she gets. Some of her most provocative outfits go with this persona.
Erigone, hotheaded devotee of the Silver Flame. Erigone is useful for creating long-winded distractions, and for generally irritating people.
Merys, innocent Aundarian farmgirl, age ten (and up). There are places only children can go, and people whose fondness for children is easy to manipulate.
Oargev ir’Wynarn, Prince of Cyre. The Prince asked Bex to pose as himself to lure some assassins into striking; she followed Oargev for an entire day, in different guises, to capture his essence. Bex has not posed as the Prince since that mission.
Rebexa Chandler, Cyran human rogue. This is Bex’s default public persona, closest in demeanor to her own personality. Rebexa lost her family in the Mourning, but the company she keeps and the work she does keep her in good spirits.
Saeruil d’Phiarlan, Cyran elf girl of fifteen. This was Bex’s main persona while living among the elves of House Phiarlan. Since being driven into exile, Bex has only worn this face during her confrontations with Throliel d’Phiarlan.

The Prince




Portrait by Ramón Pérez


Eberron: Nocturne DarthKrzysztof